Q. Our minutes have minimal information on motions, topics and little depth. Are we at risk of having inadequate documentation to show our due diligence? What is the optimum content of our minutes?
A. For minutes, less is more. For each item of business, we recommend the following information be included: the topic, the Board’s resolution with sufficient detail to understand the Board’s rationale and decision, who moved/seconded, and the director vote tally (e.g., “passed unanimously”). The minutes should not include comments, discussion, dicta, or minutiae. Minutes should not be a transcript of the meeting. Including superfluous language in minutes can come back to bite, especially in litigation where minutes are discoverable and can be used as evidence against the Association or Board. —Pejman D. Kharrazian, Esq.